This is an Agreement between You (the "User") and Localist Corp. ("Localist", "we", or "us"), the company that provides content management and website hosting services as well as general and personalized content, communication tools and forums, and online and downloadable applications, collectively called Localist at the website at http://www.localist.com (the "Site"). We've tried really hard to keep this Agreement as readable and straightforward as possible. If You have suggestions that can help us improve it, please let us know. This Agreement explains our obligations to You, and Your obligations to us. This Agreement is the entire Agreement between us. By using the Site in any way You are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site which we may update from time to time and which updates shall become effective if You continue using the Site.

Your benefit and are not legally binding. Please read the "Terms of Service" for the complete picture of Your legal requirements. By using Localist or any Localist services, You are agreeing to these terms. Be sure to occasionally check back for updates. agree with and accept all of the terms and conditions contained in this Terms of Service and the Privacy Policy before You may sign up to use Localist.

Stuff we own

All material and services available on the Site, and all material and services provided by or through Localist, its affiliates, subsidiaries, employees, agents, licensors, or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof, and all patent, copyright, trade secret trademark and other proprietary rights embodied therein (collectively, the "Services"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret, and other intellectual property laws. All Localist trademarks and service marks, logos, slogans, and taglines are the property of Localist. All other trademarks, service marks, logos, slogans, and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Localist without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

Rights to Use our Stuff

Subject to this Agreement and any other legal notices or conditions or guidelines posted on the Site which we may update from time to time, Localist hereby grants You a limited, revocable, non-transferable, and non-exclusive license to use the Services through a user identification reference provided by Localist ("User ID") to the extent, and only to the extent, necessary to access and use the Site in accordance with the terms of this Agreement for Your personal use. The license granted herein does not permit You, and You agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher, or otherwise attempt to discover any programming code or any source code used in or with the Services or otherwise distribute in any way the Services other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services, create derivative works based on or in any manner commercially exploit the Services, in whole or in part other than as expressly permitted in this Agreement. Any use of the Services for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is a violation of the copyright, trademark, and other proprietary rights in the Services and is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

We will provide You a User ID permitting access to the Services through one person and one computer at a time through the User accounts You create on the Site. You agree to fully and accurately provide the information requested by us when setting up Your accounts and to promptly update such information with any changes. By example and not limitation, You may not create a user with a fictitious identity, false information, or information about some other person other than You. Your failure to comply with these requirements may result in the cancellation of Your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not Your employee or professional advisor, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement. If You do allow a third party to use Your credentials, You agree You are liable for everything they do and all harm they cause using Your credentials.

Stuff You Provide to Us

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content") uploaded, posted, or stored through Your use of the Services. While You will retain ownership of the Content You provide to the Site, You will grant Localist certain rights to host and use Your Content as described in this Agreement or as otherwise stated at the time You upload or enter such Content. You grant Localist a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide You with the Services. You agree not to provide any Content or use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law, rules regulations, orders or other legal requirements ("Applicable Law"). You are encouraged to archive Your Content regularly and frequently. We are not responsible to retain, backup or otherwise make available the Content and You are responsible for any Content that may be lost or unrecoverable. You must provide all required and appropriate warnings, information, and disclosure within Your Content. You hereby represent and warrant that You will not use the Services to share, store, or in any way distribute personal or financial data that is not in accordance with Applicable Law. Any Users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by Applicable Law may have their accounts terminated, their Content erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Localist is not responsible for the Content or data You submit.

Comments and Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by You to us ("Comments") are not confidential and You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit, make derivative works from, make derivation patents from, or otherwise use such Comments and other ideas and information You provide as Localist deems appropriate, for any and all commercial or non-commercial purposes, in our sole discretion.

Monitoring Your Stuff

Localist may, but has no obligation to, monitor Content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Localist or its customers, or operate the Services properly. Localist, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Additionally, Localist may require You to place all or any portion of the Content behind password protection if it determines that such Content is inappropriate for the community at large but does not otherwise violate the terms of this Agreement or Applicable Law. If Localist has requested You to place Content behind password protection or if You independently determine that the Content appropriately belongs behind password protection, You may not publish the password in such a way that negates the limited-access nature of the password protected site. If Localist requests You to place any Content behind password protection and You fail to do so promptly, Localist reserves the right to (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement and prohibit Your access to the Site (and in such case You covenant not to directly or indirectly access or use the Site in any manner to circumvent such restrictions). Any monitoring done by Localist is solely and exclusively for the benefit of Localist and You may not rely on any monitoring, or the lack of Local List taking any action, as approval by Localist of the Content or Localist providing any advice to You. See below for disclaimers as to all information or other Services provided by Localist.

Copyright Complaint Policy

If You believe any Services infringe Your copyrighted works, You may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints. Designated agents can be located at www.copyright.gov.

Rules

Localist does not allow any of the following content, or links to such content, to be published on the Service (this list is not exhaustive and is intended merely as the most common examples; Localist reserves the right to deem any Content not acceptable):

- Content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

- Content or data which would impersonate someone else or falsely represent Your identity or qualifications, or that could reasonably constitute a breach of an individual's privacy.

- Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).

Users posting any of the above content on their calendars will be notified using the User's current email address on file in the User's account, and may be given a 48 hour grace period to make any corrective actions. Localist may suspend the services of the member account until a resolution is met between Localist Corp. and the User. Repeated violations of this Policy may cause cancellation of service without the refund of any fees. Localist may take immediate emergency action without notice when it deems it necessary to do so to protect the Service, to protect other Users, to protect Local List, or to comply with Applicable Law.

By accepting these Terms of Service and using Localist, Localist Users agree to all of the following:

- Users may not use the Service as a remote storage server only.

- Users may not access the Service through automated methods. Use of robots or other computer code which calls the Service, except where explicitly allowed, is absolutely forbidden. The Services may only be used or accessed through an electronic device under the manual control of a User at all times.

- Users may not upload individual files larger than 20MB. Localist reserves the right to refuse to host any downloadable file.

- Users may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Service.

- Users may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or any Localist user.

- Users may not send messages through the site which do not correctly identify the sender; Users may not alter the attribution of origin in electronic mail messages or postings, or engage in any spoofing of IP header information.

- Users may not use the Services to impersonate another person.

-Users are not permitted to knowingly allow another website or hosting server to link to content files stored on Localist's servers. Users deemed to be using Localist solely as a remote storage server will have their account immediately terminated and will have all files associated with their account permanently removed.

- Users are not permitted to advertise via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods.

You also further agree to the following commitments relating to the registering and maintaining the security of Your accounts:

- You will not use the Services for any unlawful purposes.

- You will not provide any false personal information to Localist, or create an account for anyone other than Yourself without permission.

- You will ensure the email address provided in Your account registration is valid at all times. Localist reserves the right to terminate any account that does not include a valid email address on file.

-You will not use the Services if You are under 18 years of age and You hereby certify You are at least 18 years of age.

-You will not use the Services if You are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.

-You will not transfer Your account to anyone without first getting our express written permission.

-You will not imply or state, directly or indirectly, that You are affiliated with or endorsed by Localist unless You have entered into such a written agreement with Localist.

-You will not attempt to or actually access the Services by any means other than through the interfaces provided by Localist. This prohibition includes accessing or attempting to access Localist using any third-party service, including but not limited to software-as-a-service platforms, mobile device aggregation services, or platform-as-a-service systems that aggregate access to multiple services.

-You will not attempt to or actually override any security component included in or underlying Localist.

-You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Localist's infrastructure, including, but not limited to, sending unsolicited communications to other users or Localist personnel, or attempting to gain unauthorized access to the Services.

Localist may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking which such information being stored to identify the offending use. Offending users may be permanently restricted from holding an account on the Service.

Termination

Services may be terminated by either party, without cause, by giving the other party three (3) days written notice.

Notwithstanding the above, Localist may terminate Services at any time, without penalty and without notice, if the User fails to comply with any of the terms of this Agreement, Applicable Law or the intellectual property protections applicable to these Services.

Notice of termination of Services by Localist may be sent to the contact e-mail associated with User's account. Upon termination, Localist has the right to delete all data, files, or other information that is stored in the User's account. You agree that Localist and You may communicate business and legal issues via electronic communication so that Applicable Law (such as the Uniform Electronic Transactions Act and the Electronic Signatures In Global and National Commerce Act) apply.

Errors and access to site

YOU ARE RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING EVENT DATES, TICKET PRICING, AND CONTENT DESCRIPTIONS, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. LOCALIST IS NOT AND WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT LOCALIST MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD Localist AND ITS OWNERS, AGENTS, OFFICERS AND AFFILIATES HARMLESS FROM ANY CLAIM BY A THIRD PARTY ARISING FROM INACCURATE, INCOMPLETE, ERRONEOUS OR OTHER CONTENT PROVIDED DIRECTLY OR INDIRECTLY BY YOU, OR THROUGH YOUR USER ACCOUNT.

Third Party Services

Third Party Services. The Services are integrated with various third party services, applications and sites (collectively, “Third Party Services”) that may make available to you their content and products, such as domain and email services, or marketplaces to connect customers and vendors. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result thereof (except where prohibited by law).

No implied endorsement. The Site may contain links to other websites owned by third parties. Please note that when You click on any of these links, You are entering another website for which we have no responsibility or control. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on the Site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party. We do not review third party websites or vouch for their terms, conditions, practices or policies. You are advised to review the terms, conditions, practices or policies of each site You visit to determine for Yourself that such website is suitable for You.

Our Payment Processor

We use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s Terms of Service and Privacy Policy. We don’t control and are not liable for the security or performance of the Payment Processor. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

Registration and Ticketing (“Register”) on Localist

Register Responsibilities. The Services include features that enable you to provide or sell tickets to events, or otherwise collect payments from, your Users (such activities, “Your Register Activity”). We’re not a party to, and we aren’t liable for, Your Register Activity. You're solely responsible for Your Register Activity, and compliance with any laws or regulations related thereto, including without limitation the following:

Taxes. You're solely responsible for: (a) all Taxes and fees associated with Your Register Activity, including without limitation any Taxes related to the purchase or sale of products or services in connection therewith; (b) collecting, reporting and remitting required Taxes to relevant government authorities; and (c) informing your Users of required Taxes, and providing them with invoices as required by law. You also agree that any tax estimates, reporting or related materials that we may provide via the Services are for illustration purposes only, and you may not rely on them to comply with your tax obligations.

Fulfillment And Delivery. You're solely responsible for fulfilling and delivering the services expected by Users who participate in Your Register Activity.

Claims and Warranties. You're solely responsible for any claims or warranties you make in connection with Your Register Activity.

Customer Service. You're solely responsible for handling any comments or complaints related to Your Register Activity, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on Your Platform so that your Users can submit comments or complaints to you.

Site Terms, Policies and Legal Compliance. You agree to post and make clearly available on Your Platform a privacy policy, and any other terms or policies that may be required by law, and you warrant that Your Platform and Your Register Activity will comply with all applicable laws and regulations. You agree that we won’t provide any legal advice regarding such terms, policies or compliance. Be sure to read our Privacy Policy to learn more about disclosures to your Users regarding your use of the Services.

Register Restrictions. You may not offer or sell any products or services which, in our sole discretion: (a) is not something that occurs in a certain place during a particular interval of time (an "Event"); (b) may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; (c) are prohibited for sale, distribution or use; or (d) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, privacy or publicity rights, consumer protection, product safety or trade regulations, or export controls, regulations or sanctions.

Register Suspensions. While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove Your Register Activity, without any liability to you or to any Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by law). For example, we may suspend Your Register Activity if you’re violating this Agreement.

Register Payment Processors. To accept payments from your Users in connection with Your Register Activity, you may integrate Your Platform with third party payment processors (“Register Payment Processors”). Your relationship with such Register Payment Processors is governed by those Register Payment Processors’ terms and policies. We don’t control and aren’t liable for any Register Payment Processors, or for any transaction you may enter into with or through any Register Payment Processors. Register Payment Processors are Third Party Services, as defined in the THIRD PARTY SERVICES section. While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to, or remove from the Services, any Register Payment Processors, without any liability to you or to any Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by law). Your Register Activity Payment Processors may provide invoices for any transaction fees associated with Your Register Activity transactions.

Disclaimer of Warranty

ACCESS TO THE SERVICES AND TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE OR DOWNLOADED THEREFROM IS PROVIDED "AS IS" AND "AS AVAILABLE" "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LOCALIST AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER LOCALIST NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES LOCALIST OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE CONTENT, THE SERVICES OR ANY OF THE MATERIALS AND TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE CONTENT, SERVICES, MATERIALS AND TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE IS AT YOUR SOLE RISK. IN ADDITION, LOCALIST IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.

UCITA DISCLAIMER:THERE IS NO WARRANTY THAT THE SYSTEM OR SERVICES, THE SOFTWARE, OR ANY INFORMATION, SOFTWARE, COMPUTER PROGRAM, SERVICES, EFFORTS, OR ANY SYSTEM PROVIDED BY Localist WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS OR OF ANY OF YOUR AFFILIATES. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, Localist SHALL NOT BE LIABLE FOR THE QUALITY OR ACCURACY OF DATA OR INFORMATION PROVIDED BY YOU, AUTHORIZED PERSONS, OR THIRD PARTIES FOR OR VIA THE SYSTEM NOR FOR ANY INACCURATE RESULTS DUE TO LOCALIST'S PROCESSING OF ANY SUCH POOR OR INACCURATE DATA. Localist MAKES NO GUARANTEE OR WARRANTY OF TIMELINESS OF DELIVERY OF THE SERVICES OR SYSTEM TO, OR PROCESSING OF ANY INFORMATION OR DATA PROVIDED BY, YOU OR YOUR AUTHORIZED PERSONS.

FURTHER, LOCALIST AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT LOCALIST OR THE CONTENT OR THE SERVICES OR THE MATERIALS AND TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR ANY MATERIALS OR TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER LOCALIST NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT SITE, ITS SERVERS OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES OR THE TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF LOCALIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE LOCALIST AND HOLD LOCALIST AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES,OR THE TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

SOME STATES MAY LIMIT THE EFFECTIVENESS OR SCOPE OF THIS LIMITATION AND YOU MAY HAVE OTHER RIGHTS. WHETHER OR NOT APPLICABLE LAW LIMITS THE RIGHT TO LIMIT LIABILITY AS PROVIDED ABOVE, UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU FOR ANY CLAIM YOU HAVE AGAINST LOCALIST, OR ANY OF ITS OFFICERS, OWNERS, AGENTS OR AFFILIATES, WHETHER ARISING UNDER THIS AGREEMENT, OR UNDER TORT, CONTRACT, STATUTORY OR OTHER LAW, AND WHETHER ARISING FROM LOCALIST'S PERFORMANCE OF THE SERVICES HEREUNDER OR OUTSIDE OF THIS AGREEMENT, IS EQUAL TO THE ACTUAL AMOUNT YOU HAVE PAID Localist IN THE 12 MONTHS PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE

Exclusive Remedy

IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES OR THE TECHNOLOGY AVAILABLE ON OR THROUGH SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES OR THE TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL LOCALIST, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE CONTENT, THE SERVICES OR TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MATERIALS, ANY INFRINGEMENT BY THE CONTENT OR MATERIALS, AND/OR THE TECHNOLOGY OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE, THE SERVICES, OR TECHNOLOGY AVAILABLE ON OR THROUGH THE SITE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Termination / Exclusion

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for You or for all our users in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to You unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Localist has no obligation to store, maintain or provide You a copy of any content that You or other users provide when using the Services.

Indemnification

You agree to indemnify, hold harmless, and defend Localist and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to the use of the Services through Your account or any of the Content, or technology available on or through the Site, or any breach or violation of this Agreement OR Applicable Law by You or anyone utilizing Your account. You agree to fully cooperate as reasonably required by an Indemnified Party(ies). Each Indemnified Party may assume the exclusive defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter without the consent of the applicable Indemnified Party.

Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time. It is Your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement unless otherwise stated in such services terms.

Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Maryland without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Baltimore, Maryland, and You hereby submit to the personal jurisdiction of such courts. YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Privacy

We encourage You to read the Privacy Policy, and to use the information it contains to help make informed decisions. Please also note that certain information, statements, data, and content (such as photographs) which You post to the Site are likely to reveal Your gender, ethnic origin, nationality, age, and/or other personal information about You. You acknowledge and agree that Your submission of such information is voluntary on Your part. Further, You acknowledge, consent and agree that we may access, preserve, and disclose Your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.

Other

You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Localist as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, You agree that Localist shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by You, or Your affiliates, partners, or agents, as well as to recover from You any and all costs and expenses sustained or incurred by Localist in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.

In no event shall You be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Localist, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.

Miscellaneous

If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

If we fail to enforce any of this Agreement, it will not be considered a waiver.

Any amendment to or waiver of this Agreement must be made in writing and signed by us.

You will not transfer any of Your rights or obligations under this Agreement to anyone else without our prior written consent.

All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

This Agreement does not confer any third party beneficiary rights.

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Unless we expressly note otherwise, these terms incorporate and supersede any other terms associated with the files and applications available on the domain www.Localist.com, its sub-domains, and any international counterparts and sub-domains, as well as affiliated domains and sub-domains operated by Localist Corp. ('Localist', 'we', or 'us').